REG - Unite Group PLC - PROPOSED PLACING <Origin Href="QuoteRef">UTG.L</Origin> - Part 2

UniteAnnouncement

15/07/2015 13:08

- Part 2: For the preceding part double click  ID:nRSP3891Ka 

under the securities laws or legislation of the United States,
Australia, Canada, Japan, New Zealand, South Africa or Jersey and, subject to
certain exceptions, may not be offered, sold, resold, delivered, pledged or
transferred, directly or indirectly, within those jurisdictions. 
 
9        (i) the only information on which it is entitled to rely and on which
it has relied in committing to subscribe for the Placing Shares is contained
in this Announcement, the Publicly Available Information and, if it is in the
United States, the US Investor Letter, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on Publicly Available Information, (ii) the
Joint Bookrunners and the Company (or any of their respective affiliates) have
not made any representation to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information, (iii) it has conducted its own
investigation of the Company, the Placing and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing and (iv) it has
not relied on any investigation that the Joint Bookrunners or any person
acting on their behalf may have conducted with respect to the Company, the
Placing or the Shares; 
 
10      the Placing Shares have not been registered or otherwise qualified,
and will not be registered or otherwise qualified, for offer and sale nor will
a prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement.  The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of
Australia, Canada, South Africa, Japan, New Zealand or Jersey and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within the United States, Australia,
Canada, South Africa, Japan, New Zealand or Jersey or in any country or
jurisdiction where any action for that purpose is required; 
 
The Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act and,
so long as the Placing Shares are "restricted securities", it will not deposit
the Placing Shares into any unrestricted depositary receipt facility
maintained by any depositary bank in respect of the Company's securities. It
will not reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with Regulation S under
the Securities Act; (ii) in the United States to QIBs pursuant to Rule 144A;
(iv) pursuant to an effective registration statement under the Securities Act
and that, in each such case, such offer, sale, pledge or transfer will be made
in accordance with any applicable securities laws of any state of the United
States; 
 
11      it and/or each person on whose behalf it is participating: 
 
(a)      is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; 
 
(b)      has fully observed such laws and regulations; 
 
(c)      has capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour such
obligations; and 
 
(d)      has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto; 
 
12      if it is a pension fund or investment company, its acquisition of
Placing Shares is in full compliance with applicable laws and regulations and
that, unless it has received permission from the Company, in acquiring the
Placing Shares it is not using "plan assets" (within the meaning of the US
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or
assets of any other employee benefit plan subject to any US federal, state,
local or other law or regulation that is substantially similar to the
prohibited transaction provisions of Section 406 of ERISA or Section 4975 of
the US Internal Revenue Code of 1986, as amended and that it will not sell or
otherwise transfer any Placing Shares or any interest therein unless the
transferee makes or is deemed to make the representations and warranties set
forth in this paragraph; 
 
13      it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into the United States (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person; 
 
14      none of the Joint Bookrunners, their respective affiliates and any
person acting on behalf of any of them is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of any of the Joint Bookrunners
and that the Joint Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right; 
 
15      it will make payment to the Joint Bookrunners (as the Joint
Bookrunners may direct) for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times and dates
set out in this Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Joint Bookrunners determine in their
absolute discretion without liability to the Placee and it will remain liable
for any shortfall below the net proceeds of such sale and the placing proceeds
of such Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due pursuant to the
terms set out or referred to in this Announcement) which may arise upon the
sale of such Placee's Placing Shares on its behalf; 
 
16      its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to acquire
or subscribe for, and that it may be called upon to acquire or subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum; 
 
17      no action has been or will be taken by any of the Company, the Joint
Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required; 
 
18      the person who it specifies for registration as holder of the Placing
Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may
be. The Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. It agrees to acquire Placing Shares pursuant to the
Placing on the basis that the Placing Shares will be allotted to a CREST stock
account of the Joint Bookrunners (or either of them) who will hold them as
nominee directly or indirectly on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it; 
 
19      the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability; 
 
20      it and any person acting on its behalf falls within Article 19(5)
and/or 49(2) of the Order, as amended, and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only; 
 
21      it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom prior to Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85 (1) of FSMA; 
 
22      if within the EEA, it is a Qualified Investor as defined in section
86(7) of FSMA, being a person falling within Article 2.1(e) of the Prospectus
Directive; 
 
23      it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person; 
 
24      it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of FSMA and the Financial Services
Act 2012 in respect of anything done in, from or otherwise involving the
United Kingdom); 
 
25      if it is a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant implementing measure
in any member state), the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a member state of
the EEA which has implemented the Prospectus Directive other than qualified
investors, or in circumstances in which the express prior written consent of
the Joint Bookrunners has been given to the offer or resale. 
 
26      it has not offered or sold and will not offer or sell any Placing
Shares to persons in the European Economic Area prior to Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purpose of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in any member state of the EEA; 
 
27      if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not: (a) dealt in the securities
of the Company; (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any person,
prior to the information being made publicly available; 
 
28      neither the Joint Bookrunners, the Company nor any of their respective
affiliates, or their or their respective affiliates' agents, directors,
officers or employees, respectively, nor any person acting on behalf of such
persons is making any recommendation to it, advising it regarding the
suitability of any transaction it may enter into in connection with the
Placing nor providing advice in relation to the Placing nor in respect of any
representation, warranty, acknowledgement, agreement, undertaking or indemnity
contained in the Placing Agreement nor the exercise or performance of any of
the Joint Bookrunners' rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right; 
 
29      acknowledges and accepts that the Joint Bookrunners may, in accordance
with applicable legal and regulatory provisions, engage in transactions in
relation to the Placing Shares and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or otherwise
and, except as required by applicable law or regulation, the Joint Bookrunners
will not make any public disclosure in relation to such transactions; 
 
30      it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Criminal Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering Regulations 2007 and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (together the "Regulations")
and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party
as required by the Regulations; 
 
31      its commitment to acquire Placing Shares on the terms set out in this
Announcement will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or the Joint Bookrunners' conduct of the Placing; 
 
32      it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved; 
 
33      the Company, the Joint Bookrunners and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements, which are given to each Bookrunner on its own behalf and on
behalf of the Company and are irrevocable; 
 
34      if it is acquiring the Placing Shares as a fiduciary or agent for one
or more investor accounts, it has full power and authority to make, and does
make, the foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts; 
 
35      time is of the essence as regards its obligations under this
Appendix; 
 
36      any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to the Joint Bookrunners; 
 
37      the Placing Shares will be issued subject to the terms and conditions
set out in this Appendix; and 
 
38      this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be governed
by and construed in accordance with English law. All agreements to acquire
shares pursuant to the Bookbuilding Process and/or the Placing will be
governed by English law and the English courts shall have exclusive
jurisdiction in relation thereto except that proceedings may be taken by the
Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, each of the Joint
Bookrunners and each of their respective affiliates and each of their and
their respective affiliates' agents directors, officers and employees,
respectively, harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the UK relates only to their allotment and issue to Placees, or
such persons as they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to transfer the Placing
Shares into a clearance service. If there were any such arrangements, or the
settlement related to other dealings in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners would be responsible. If this is the case, it would be
sensible for Placees to take their own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the UK by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and each Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-UK stamp, registration, documentary, transfer or similar taxes or
duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Joint Bookrunners in the event that
either the Company and/or the Joint Bookrunners have incurred any such
liability to such taxes or duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to the Joint Bookrunners for themselves and on
behalf of the Company and are irrevocable. 
 
The Joint Bookrunners are acting exclusively for the Company and no one else
in connection with the Bookbuilding Process and the Placing and will not
regard any other person (whether or not a recipient of this document) as a
client in relation to the Bookbuilding Process or the Placing and will not be
responsible to anyone (including Placees) other than the Company for providing
the protections afforded to their clients or for providing advice in relation
to the Bookbuilding Process or the Placing or other matters referred to in
this Announcement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings, acknowledgements
or agreements or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that either of the Joint Bookrunners may (at their absolute discretion)
satisfy its obligations to procure Placees by itself agreeing to become a
Placee in respect of some or all of the Placing Shares or by nominating any
connected or associated person to do so. 
 
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. 
 
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners will notify Placees and any persons acting on behalf of the
Placees of any changes. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
This information is provided by RNS
The company news service from the London Stock Exchange